Exhibit 10.2
FIRST AMENDMENT TO AMENDED AND RESTATED
SENIOR SECURED CREDIT AGREEMENT AND TO CREDIT AGREEMENT
RESERVE SECURITIES ACCOUNT CONTROL AGREEMENT
This First Amendment (the "Amendment") to the Amended and Restated Senior
Secured Credit Agreement and the Credit Agreement Reserve Securities Account
Control Agreement referenced below is entered into as of July 29, 2003, among
Metris Companies Inc., a Delaware corporation (the "Borrower"), the lenders
signatory hereto (the "Required Lenders"), Xxxxxxx Xxxxx Credit Partners L.P.,
as administrative agent for the Lenders (in such capacity, the "Administrative
Agent"), and Deutsche Bank Trust Company Americas, as collateral agent for the
Lenders (in such capacity, the "Collateral Agent").
R E C I T A L S:
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WHEREAS, Borrower, Lenders, Administrative Agent and Collateral Agent, are
parties to the Amended and Restated Senior Secured Credit Agreement, dated as of
June 18, 2003 (the "Credit Agreement"), providing for the extension of credit to
Borrower in the form of a term loan in the aggregate principal amount of
$125,000,000;
WHEREAS, Borrower and Collateral Agent, as a condition precedent to the
obligations of the Lenders to make their respective extensions of credit to the
Borrower under the Credit Agreement, entered into a Credit Agreement Reserve
Securities Account Control Agreement, dated as of June 27, 2003 (the "CARSACA").
WHEREAS, the parties hereto wish to further amend the Credit Agreement
on the terms and conditions set forth below;
WHEREAS, Borrower and Collateral Agent wish to amend the CARSACA on the
terms and conditions set forth below;
NOW, THEREFORE, in consideration of the mutual covenants and undertakings
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Amendments to Credit Agreement and CARSACA.
1.1. Amendment to Section 1.01 of the Credit Agreement. The defined term
"Monthly Excess Spread Percentage" is hereby amended and restated to read in its
entirety as follows:
"Monthly Excess Spread Percentage" shall mean, as the context may require,
(i) with respect to any Series under the Metris Master Trust (a) the
Portfolio Yield for such Monthly Period less (b) the Base Rate for such
Monthly Period and/or, (ii) with respect to the Metris Master Trust as a
whole, (a) the weighted average Portfolio Yield for all Series under the
Metris Master Trust for such Monthly Period less (b) the weighted average
Base Rate for all Series under the Metris Master Trust. For purposes of
this definition, "Base Rate" and "Portfolio Yield" shall have the
respective meanings assigned to such terms in the relevant supplements to
the Master Trust Agreement as defined on the Effective Date, except that
with respect to the Metris Master Trust Series 2003-A, the definition of
"Base Rate" shall, for purposes of the June Monthly Period and thereafter,
be deemed to have the meaning assigned to "Base Rate" as of July 1, 2003 as
set forth in the Amended and Restated Metris Master Trust 2003-A Series
Supplement, dated as of July 1, 2003 (without giving effect to any
amendment, supplement or other modification from and after the date of its
execution, the "Series 2003-A Supplement"), to the Master Trust Agreement;
provided that with respect to any Series issued after the Effective Date,
the Base Rate and the Portfolio Yield will be calculated in the manner set
forth in the documentation governing such Series so long as such terms (or
their equivalent) are defined in such documentation in a manner no less
favorable to the Lenders than the relevant definitions existing on the
Effective Date.
The parties hereto agree that the amended definition of Monthly Excess
Spread Percentage set forth in this Section 1.1 shall be effective as of the
Effective Date of the Credit Agreement except that such amended definition shall
not cause the Borrower to be obligated to deposit the Required CARS Account
Deposit Amount for the July 2003 CARS Account Monitoring Date into the Credit
Agreement Reserve Securities Account ("CARS Account"). Such amended definition
shall be in effect for purposes of determining Borrower's obligation to deposit
the Required CARS Account Deposit Amount into the CARS Account for the August
2003 CARS Account Monitoring Date and each subsequent CARS Account Monitoring
Date.
1.2. Amendment to Section 1 of CARSACA. For the purpose of determining the
Required CARS Account Deposit Amount for the August 2003 CARS Account Monitoring
Date, and only for such purpose, the definition of "CARS Account Required
Balance" is hereby amended and restated in its entirety to read as follows:
"CARS Account Required Balance" shall mean the lesser of (a) all
outstanding Obligations and (b) the product of (1) the number of
consecutive CARS Account Monitoring Dates on which the Rolling Three Month
Average Excess Spread Percentage with respect to the Metris Master Trust as
a whole is less than 1.88%, and (2) $15,000,000.
1.3. Amendment to Section 5.12 of Credit Agreement. Section 5.12 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
Section 5.12. Funding of Credit Agreement Reserve Securities Account.
Cause to be funded into the Credit Agreement Reserve Securities Account all
amounts to be funded under, and shall comply with all of the terms of, the
Credit Agreement Reserve Securities Account Control Agreement if, as set
forth in such Agreement, the Rolling Three Month Average Excess Spread
Percentage goes below 2% (1.88% for the August 2003 CARS Account Monitoring
Date) with respect to the Metris Master Trust as a whole.
2. All capitalized terms used herein, unless otherwise defined herein, have the
same meanings provided herein or in the Credit Agreement or, if not defined
therein, the CARSACA.
3. This Amendment is limited precisely as written and shall not be deemed to (a)
be a consent to or a waiver of any other term or condition of the Credit
Agreement, the other Loan Documents or any of the documents referred to therein
or executed in connection therewith or (b) prejudice any right or rights which
the Lenders may now have or may have in the future under or in connection with
the Credit Agreement, the other Loan Documents or any documents referred to
therein or executed in connection therewith. Whenever the Credit Agreement or
the CARSACA is referred to in the Credit Agreement, the CARSACA or any of the
instruments, agreements or other documents or papers executed and delivered in
connection therewith, it shall be deemed to mean the Credit Agreement or the
CARSACA, as the case may be, as modified by this Amendment.
4. This Amendment is a document executed pursuant to the Credit Agreement and
the CARSACA and shall (unless otherwise expressly indicated therein) be
construed, administered or applied in accordance with the terms and provisions
thereof.
5. This Amendment may be executed by the parties hereto in several counterparts,
each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement. The parties may execute
facsimile copies of this Amendment and the facsimile signature of any such party
shall be deemed an original and fully binding on said party.
6. This Amendment shall be governed by and construed in accordance with the
applicable terms and provisions of Section 9.07 (Applicable Law) of the Credit
Agreement, which terms and provisions are incorporated herein by reference.
7. Except as hereby amended, no other term, condition or provision of the Credit
Agreement or the CARSACA shall be deemed modified or amended, and this Amendment
shall not be considered a novation.
8. The Required Lenders hereby direct and instruct the Administrative Agent and
Collateral Agent, as applicable, to execute this Amendment.
9. This Amendment shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
[Remainder of Page Intentionally Left Blank. Signature Pages Follow.]
[Signature Pages to First Amendment to Amended and Restated Senior Secured
Credit Agreement]
IN WITNESS WHEREOF, the Borrower, the Required Lenders, the Administrative
Agent and the Collateral Agent have caused this First Amendment to the Amended
and Restated Credit Agreement and the Credit Agreement Reserve Securities
Account Control Agreement to be duly executed by their respective authorized
officers as of the day and year first written above.
METRIS COMPANIES INC., as Borrower
By:
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Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
XXXXXXX XXXXX CREDIT PARTNERS, L.P.,
as Administrative Agent for the Lenders
By:
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Name:
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Title:
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DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Collateral Agent for the Lenders
By:
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Name:
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Title:
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HIGH YIELD PORTFOLIO, a series of Income
Trust, as Lender
By:
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Name:
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Title:
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AXP VARIABLE PORTFOLIO - EXTRA
INCOME FUND, a series of AXP Variable
Portfolio Income Series, Inc., as Lender
By:
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Name:
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Title:
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By:
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Name:
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Title:
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DK ACQUISITION PARTNERS, L.P., as Lender
By: X.X. Xxxxxxxx & Co., its General Partner
By:
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Name:
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Title:
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PERRY PRINCIPALS INVESTMENTS, L.L.C., as
Lender
By:
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Name:
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Title:
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THE VARDE FUND V, L.P., a Delaware limited
partnership
By: The Varde Fund V, G.P. LLC, a Delaware
limited liability company, its General Partner
By: Varde Partners, L.P., a Delaware
limited partnership, its Managing Member
By: Varde Partners, Inc., a Delaware corporation,
its General Partner
By:
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Name:
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Title:
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YORK CAPITAL MANAGEMENT, L.P., as Lender
By:
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Name:
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Title:
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KZM SOLEIL-2, LLC, as Lender
By:
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Name:
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Title:
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GALAXY 1999-1, LTD., as Lender
By:
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Name:
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Title:
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SUNAMERICA LIFE INSURANCE COMPANY, as Lender
By:
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Name:
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Title:
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SATELLITE SENIOR INCOME FUND, LLC, as
Lender
By: Satellite Asset Management, L.P., its
Investment Manager
By:
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Name:
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Title:
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SPCP GROUP LLC, as Lender
By: SILVER POINT CAPITAL LP
its managing member
By:
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Name:
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Title:
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